Sanjiv Yajnik
Director at CBRE
Board
About Sanjiv Yajnik
Sanjiv Yajnik (age 68) has served on CBRE’s Board since November 2017 and is an independent director. He is President of Capital One Financial Services (since June 2009) and serves on Capital One’s Executive Committee. He holds an MBA (University of Western Ontario), completed Stanford’s Executive Management Program, and is a medalist Chartered Engineer from the Marine Engineering Research Institute, India .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital One Financial Services | President; Executive Committee member | Since 2009 | Leads South-Central Region community relations; senior leadership across Europe, Canada, U.S. |
| PepsiCo | Leadership roles | Prior to 1998 | Operating leadership experience |
| Circuit City | Leadership roles | Prior to 1998 | Operating leadership experience |
| Mobil Oil (Shipping) | Chief Engineer | Prior to 1998 | Technical/operations leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Khan Academy | Board of Directors | Non-profit | Education technology governance |
| Collin County Business Alliance | Chair | Civic | Regional economic leadership |
| Indian American CEO Council (IACEO) | Co-Chair | Civic | Business community leadership |
| Dallas Symphony Association | Executive Board; Former Chair | Non-profit | Cultural institution governance |
| Texas Economic Development Corporation | Former Chair | Public/Non-profit | State economic development |
| Other public company boards | None | — | No current public company directorships |
Board Governance
- Independence: Independent director; CBRE Board has 8 of 10 nominees independent .
- Committee roles: Chair, Corporate Governance & Nominating Committee; no other committee memberships listed .
- Committee scope: Oversees governance principles, nominations, board composition and effectiveness, director compensation, stockholder feedback, and board/committee/self-evaluations .
- Meetings and attendance: Board held 8 meetings; Governance held 5; each incumbent director attended at least 75% of Board and committee meetings (aggregate). All then-serving directors attended the 2024 annual meeting of stockholders .
- Overboarding policy: Public company executive officers may serve on no more than two public company boards (including CBRE). Yajnik serves on 0 other public company boards, within policy .
| Governance Item | Detail |
|---|---|
| Independence status | Independent |
| Committee assignments | Corporate Governance & Nominating (Chair) |
| 2024 meetings (counts) | Board: 8; Governance: 5 |
| Attendance policy/outcome | ≥75% attendance for incumbents; all directors attended 2024 annual meeting |
| Key committee responsibilities | Governance principles; nominations; board composition/effectiveness; director pay; stockholder feedback; evaluations |
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 110,000 | Policy amount |
| Governance Committee Chair retainer (cash) | 20,000 | Policy amount |
| Total cash fees earned (2024) | 130,000 | Reported for Yajnik |
Performance Compensation (Director)
| Equity Component | Grant Date | Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant | May 22, 2024 | 2,455 | 219,993 | Vests on earlier of 1-year anniversary or next annual meeting |
Other Directorships & Interlocks
- Other public company boards: None .
- Compensation Committee interlocks: None during 2024 (across the Board) .
Expertise & Qualifications
- Skills: Cybersecurity; Finance & Accounting; Global Ops; Human Capital; M&A; Real Estate; Risk; Senior Leadership; Sustainability; Technology & Innovation .
- Education: MBA (Western Ontario); Executive Management Program (Stanford); Chartered Engineer (India); MERI, India .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (direct/indirect) | 25,064 (co-trustee of Sanjiv Yajnik Revocable Trust) |
| RSUs acquirable within 60 days | 2,455 |
| Total beneficial ownership | 27,519 |
| % of outstanding shares | <1.0% (based on 299,856,558 shares) |
| RSUs outstanding at 12/31/2024 | 2,455 |
| Hedging/pledging | Prohibited for directors under Securities Compliance Policy |
| Director ownership guideline | Minimum 5x value of annual stock grant; 100% post-tax retention until met |
Director Compensation Structure Analysis
- Mix: Cash retainer plus annual time-based RSUs; no meeting fees; modest committee chair cash premium (Governance Chair $20k) .
- Risk profile: No performance-based equity for directors; RSUs vest on near-term schedule (1-year), promoting alignment without short-term financial metrics .
- Stock ownership discipline: 5x grant value guideline and strict anti-hedging/anti-pledging policies reinforce alignment and reduce misalignment risk .
Related-Party Transactions and Conflicts
- 2024 related-party transactions: Proxy discloses none for executive officers or directors other than specified cases (Clancy/Hodari); no disclosed transactions involving Yajnik or Capital One .
- Governance controls: Related-party transactions policy mandates Audit Committee review/approval of director/insider transactions >$120,000 .
Risk Indicators & RED FLAGS
- Section 16 compliance: All directors/officers complied with filing requirements in 2024 .
- Hedging/pledging: Prohibited; reduces alignment risk .
- Overboarding: Within CBRE limits; 0 other public boards .
- RED FLAGS observed: None disclosed (no related-party transactions; attendance thresholds met; robust governance policies) .
Governance Assessment
- Board effectiveness: As Governance Chair, Yajnik oversees nominations, board composition, and evaluation processes—key levers for board quality and investor confidence. His deep operating and technology-enabled transformation background complements CBRE’s strategy and risk oversight needs .
- Independence & alignment: Independent status; ownership via trust and RSUs; subject to strict anti-hedging/pledging rules and director ownership guidelines—credible alignment with shareholders .
- Conflicts: No disclosed related-party transactions; CBRE’s pre-clearance and related-party policies further mitigate conflict risk .
- Engagement & attendance: Board/committee attendance thresholds met; annual meeting attendance confirms engagement .
- Overall signal: Low governance risk; strong alignment; meaningful committee leadership. No apparent interlocks or conflicts; compensation structure typical for directors and not performance-controversial .